ERS annual returns are due by 6 July 2026. Employers must report share schemes and employee share activity – even where no events occurred.
Published: 09 June 2026
Authors: Marie Mann
We are fast approaching the 6 July 2026 filing deadline, which is relevant for clients who may need to file an end of year Employment Related Securities (ERS) annual return with HMRC in respect of reportable events occurring in the 6 April 2025 – 5 April 2026 tax year.
This return is effectively HMRC’s way of knowing what employment related securities UK employees hold, and covers:
- activity relating to tax-advantaged types of incentive arrangements (EMI, CSOP, SAYE and SIP); and
- any situation where employees or directors acquire or hold shares or share options (or other types of security) in their employing company (or a company in which they are a director)
It does not need to be part of a traditional “incentive” scheme. Any one-off share acquisitions by employees or directors are caught, even if market value is paid.
Reportable events
The most common reportable events for the ERS return are:
- UK employees or directors acquiring shares or share options; and
- the exercise or surrender/cancellation of options
The disposal of shares is generally not reportable, provided no income tax arises from the sale. Examples of where an income tax charge may arise on a disposal include where a section 431 election was not entered into, or where the shares were sold for more than their market value.
Filing requirements
ERS annual returns must be filed via HMRC’s online service by 6 July 2026.
There are separate returns for:
- tax-advantaged employee share schemes (EMI, CSOP, SAYE and SIP); and
- all other arrangements (e.g. non-tax advantaged options or the direct issue of shares to employees or directors)
Even if there have been no reportable events, a filing must still be made to HMRC (known as a “nil return”).
You also need to register the relevant scheme or arrangement before you are able to file an annual return. If you are not already registered (either with HMRC’s online service, or because the scheme or arrangement is not registered), you should do so as soon as possible to ensure everything is in place ahead of the deadline. HMRC do not send reminders or notices to file in respect of these ERS annual returns.
You can register for HMRC’s online service by navigating to:
https://www.gov.uk/register-for-hmrc-online-services
The returns can be found at the following link, including HMRC guidance on what needs to be reported:
https://www.gov.uk/guidance/employee-share-schemes-reporting-requirements
We recommend that you retain records of your submission, including screenshots or copies of the information submitted, together with the acknowledgement number received once the return is filed.
Penalties
Failure to file accurate returns by 6 July may result in HMRC imposing penalties. There is an automatic penalty of £100 for a late return, with additional increasing penalties if the return remains outstanding for more than three months.
In addition, if the return contains inaccuracies, HMRC can impose penalties of up to £5,000 per return.
EMI notifications
Please also note that 6 July 2026 is the deadline for notifying any EMI options granted in the 2025/26 tax year.
It is important that notifications are made by the deadline to ensure that the EMI options remain EMI qualifying.
How we can help
We cannot make the ERS annual return or EMI notifications for you, but we can assist by guiding you through the process via a screen share call.
If you would like support, please get in touch with your usual Shoosmiths contact or a member of our Tax & Incentives team.